Hem Holdings & Trading Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors are pleased to present their 43^rd Annual Report and Accounts of your Company for the year ended on 31st March, 2025.

FINANCIAL RESULTS

(Rs in Lakhs)
	31st March,2025	31st March,2024
Total Income	37.46	35.10
Total Expenses	157.77	16.40
Profit before tax	(120.31)	18.70
Profit after tax	(120.31)	15.16
Other Comprehensive Income	24.27	39.24
Total Comprehensive Income	(96.04)	54.41

PERFORMANCE REVIEW

Total income for the Financial Year 2024-25 is Rs.37.46 lacs as against Rs35.10 lacs in previous year. Profit before tax for the financial year 2024-25 decreased to Rs. (120.31) lacs as against Rs18.70 lacs for previous financial year and Profit after Tax is Rs. (120.31) lacs against Rs.15.17 lacs for previous financial Year.

The Company does not have any subsidiary, or associate, or joint venture Company.

RESERVES

The Company has not transferred any amount to General Reserve during FY 2024-25.

DIVIDEND

In order to conserve funds of the Company, for future growth, the Board of Directors regrets that no dividend is being recommended for the year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

No amount is required to be transferred under the provisions of Section 125(2) of the Companies Act,2013 as there was no dividend declared and paid in last years.

REMUNERATION

As per Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, no remuneration has been paid to Directors of the Company.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS The Company conducts the Familiarization Programme for the Independent Directors to provide the man opportunity to familiarize with the Company, its Management and its operation so as to

gain a clear Understanding of their roles, rights and responsibilities and contribute significantly to wards the growth of the Company.

NOMINATION AND REMUNERATION POLICY

The Company continues to consider human resources as its invaluable assets. This policy on nomination and remuneration of directors, Key Managerial Personnel (KMPs) and other employees has been formulated in terms of the provisions of the Companies Act, 2013 and the Listing Agreement.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes or a commitment occurring after 31^st March, 2025, which may affect the financial position of the Company or may require is closure.

COMPLIANCE WITH RBI GUIDELINES

Your company has adopted “Fair practices Code” and complied and continues to comply with all the applicable regulations, circulars and guidelines issued by the RBI for every NBFC Company from time to time.

PUBLIC DEPOSITS

The Company has not accepted any deposit within the meaning of Section 73 and Section 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rule, 2014 including (any statutory modification(s) or re-enactment(s) for the time being in force).

CORPORATE GOVERNANCE

As per the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the compliance with the specified regulations of Corporate Governance was not applicable on the Company during the financial year 2024-25.

COST RECORDS AND AUDIT

Maintenance of cost records and requirement of cost and it as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company and accordingly no such accounts and records are made and maintained.

CHANGE IN THE NATURE OF BUSINESS. IF ANY

There was no change in the nature of business of the Company during the Financial Year ended 31^st March,2025.

Currently the Board has three committees: Audit Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship Committee.

Audit Committee

The Composition of the Audit Committee as on 1^st April , 2024 are as under:

Sanjay Gupta (Chairman )

Ketan Shah (Member)

Sangeeta K Shah (Member)

The Committee has been reconstituted on 18^th December 2024, details are as under:

Dolar Kirit Shah (Chairman )

Ketan Moolchand Shah (Member)

Jigar Pankaj Bhai Dave (member)

Meeting attendance during the financial year ended 31st March, 2025 is detailed below:
	Date	Audit Committee Attendance
	30.05.2024	Sanjay Gupta (Chairman ) Ketan Shah (Member) Sangeeta K Shah (Member)
	13.08.2024	Sanjay Gupta (Chairman ) Ketan Shah (Member) Sangeeta K Shah (Member)
	12.11.2024	Sanjay Gupta (Chairman) Ketan Shah (member) Sangeeta K Shah (Member)
	08.02.2025	Dolar Kirit Shah (Chairman ) Ketan Moolchand Shah (Member) Jigar Pankaj Bhai Dave (member)

NOMINATION AND REMUNERATION COMMITTEE

The Composition of the Nomination and Remuneration Committee as on 1^st April , 2024 are as under:

Sanjay Gupta (Chairman )

Ketan Shah (Member)

Sangeeta K Shah (Member)

The Committee has been reconstituted on 18^th December 2024, details are as under:

Dolar Kirit Shah (Chairman )

Ketan Moolchand Shah (Member)

Jigar Pankaj Bhai Dave (member)

The composition of the Nomination and Remuneration Committee of the Board of Directors of the Company along with the details of the meetings held and attended by the members of the Committee during the financial year 2024-25 is detailed below:

Date		Nomination and Remuneration committee attendance
29.11.2024		Sanjay Gupta (Chairman ) Ketan Shah (Member) Sangeeta K Shah (Member)
STAKEHOLDERS RELATIONSHIP COMMITTEE.			March, 2025, the Stakeholders’
The committee met once during the year on 08.02.2025. As on 31st f Relationship Committee consists of the following members:
Name of the Member	Status	Meeting	Category
Mr. Dolar Kirit Shah	Chairman	1/1	Independent Director
Mr. Ketan M Shah	Member	1/1	Non-Executive Director
Mr.Jigar Dave	Member	1/1	Independent Director

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act,2013, the Directors hereby confirm that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, If any;

b) They have selected such Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,2025 and of the profit and loss of the company for that period;

c) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act,2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the Annual Accounts on a Going Concern basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal

financial controls are adequate and are operating effectively; and

f) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

The Company is not a manufacturing Company and as such no provisions of Conservation of Energy, Technology Absorption under Section 134 of the Companies Act,2013 read with the Companies (Accounts) Rules, 2014 are attracted. It is further stated that there was no inflow and outflow of foreign exchange.

INDIAN ACCOUNTING STANDARDS (IND AS)

Pursuant to the notification, issued by The Ministry of Corporate Affairs dated February 16,2015 relating to the Companies (Indian Accounting Standard) Rules, 2015, the Company has adopted “IND AS” with effect from April 01,2019.

RISK MANAGEMENT POLICY

The Company constantly manages monitors and reports on the principal risk and uncertainties that can have an impact on the Company. Your directors keep a close watch on the risk prone areas and take actions from time to time.

INTERNAL FINANCIAL CONTROL

The Company has an adequate Internal Control System, commensurate with its size, scale and operations to ensure proper recording of financial and operational information and compliance of various internal control and other regulatory and statutory compliance. During the year no, reportable material weakness in the design or operation were observed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Jigar Pankaj Bhai Dave has appointed as additional director with effect from 29^th November, 2024 as Non-Executive Independent Director of the Company from 29^th November , 2024 till the AGM to be held in 2025 and Mr. Dolar Kriti Shah has been appointed as additional director with the effect from 18^th December, 2024 as Non-Executive Independent Director of the company till the AGM to be held in 2025.

During the year , Mr Sanjay Gupta , Independent Director has resigned from the Company with effect from 3^rd December , 2024.

During the year under review, The Company has appointed Mrs. Monika Chimnani as Company Secretary and Compliance Officer of the Company with the effect from 8^th April,2024 and resigned from the said position with effect from 20^th July,2024 (After closure of Business hours) and in place of her the company has appointed Mrs. Roshni Singhal as the company secretary and compliance officer with effect from 25^th July,2024.

During the year under review, Mr. Ashish Tayal has tender his resigned with effect from 13^th December,2024 as Chief Financial Officer and Chief Executive Officer and in place of him company has appointed Ms. Supreet Kaur (PAN: BFWPK1886C) as Chief Financial Officer with effect from 13^th December,2024.

STATUTORY AUDITORS

M/s. Harsh Jain & Associates , Chartered Accountants, Durg , having ICAI Firm Registration No. 007639C , has re-appointment as the Statutory Auditors of the Company to hold the office for a period of five year from the conclusion of this 40th Annual General Meeting till the conclusion of 45th Annual General Meeting of the Company to be held in the year 2027.

The Auditors have issued an unmodified opinion on the Financial Statements, for the financial year ended 31st March, 2025.

SECRETARIAL AUDITOR AND THEIR REPORT

Mrs. Meena Naidu, Practicing Company secretary had been appointed as Secretarial Auditor of the Company for the FY 2024-25. The Secretarial Audit Report for the financial year ended 31st March, 2025 is annexed here with as Annexure-II to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark therefore, no details are required to be disclosed.

FRAUDS REPORTED BY AUDITORS

The Statutory Auditors or Secretarial Auditor of the Company have not reported any frauds under section 143(12) of the Companies Act,2013, including rules made there under.

EXTRACT OF ANNUAL RETURN

The Extract of the Annual Return of the Company has been placed on the website of the Company a www.hemholdings.com.

RELATED PARTY TRANSACTIONS

There is no materially significant Related Party Transaction made by the Company during the year that would require shareholders’ approval under the Listing Regulations.

Details of the transaction with Related Parties are provided in accompanying financial statement. There was no transaction during the year which would require to be reported in form no AOC-2.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments outstanding as on 31^st March, 2025 are given in the notes to the financial statements.

CHANGE IN CAPITAL STRUTURE AND LISTING OF SHARES

Presently the Company’s shares are listed on the Bombay Stock Exchange (BSE). There are no

st

changes in Capital Structure during the F.Y ended 31 March, 2025. Your company has not issued equity shares with differential rights as to dividends, voting or otherwise, and does not have ESOP scheme for its employees/Directors.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration attracting provisions of section 134 (3) (q) of the Companies Act, 2013 read with Rule 5(2) & (3) of Companies (Appointment& Remuneration of Managerial Personnel) Rules,2014.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1) (b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). In accordance with the provision of Section 152 of the Companies Act, 2013, none of Independent Director is liable to retire by rotation.

PERFORMANCE EVALUATION OF THE BOARD. ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Meeting the requirements of the statue and considering Boards Performance evaluation as an important step for a board to transit to a higher level of performance, the Nomination and Remuneration Committee has laid down a comprehensive framework for carrying out the evaluation prescribed in the provisions of the Companies Act, 2013 read with rules issued thereunder and the Listing Regulations (including any statutory modifications or re- enactment (s) for the time being in force). The process for evaluation of the annual performance of the Director/Board/Committees was carried out. The overall outcome was positive.

VIGIL MECHANISM

A Vigil Mechanism Policy for Directors and employee of the Company is constituted as per Section 177 (9) to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on rising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and report etc.

NBFC LICENSE

Hem Holdings and Trading Limited is one of the certified non-deposit accepting (Category-B) NBFC business institutions from Reserve Bank of India engaged in investments and other investment advisory financial services. Hem Holdings and trading limited since 1980 has been engaged in providing quality services in field of Investment and buying, selling, under writing, investing, acquire and hold securities of every kind whether issued by Companies operating within India or outside.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: -

(a) The Company is not covered under Section 135(2) of the Companies Act, 2013 and as such no disclosure regarding Corporate Social Responsibility is required under the said section or applicable rules.

(b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

(c) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

(d) Your Company has not made any one-time settlement with any of its lenders.

(e) There is no application filed or made under the Insolvency and Bankruptcy, 2016.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure- I.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has adopted zero tolerance for sexual harassment at the workplace and has formulated a policy on prevention, prohibition, and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. Awareness programs were conducted at various locations of the Company.

The Company has complied with provisions relating to the constitution of the Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints relating to sexual harassment, pending at the beginning of financial year, received during the year and pending as on the end of the Financial Year 2024-25.

ACKNOWLEDGEMENT

Your Directors wishes to express its gratitude and record their appreciation for the commitment and dedicated efforts put in by all the employees. Your director takes this opportunity of expressing the assistance and co-operation extended to the Company by banks, employees, members and all other persons.

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Mar 31, 2024

Y our directors are pleased to present their 42^nd Annual Report and Accounts of your Company for the year ended
on 31st March, 2024.

FINANCIAL RESULTS

	st 31 March,2024	st 31 March,2023
Total Income	35.10	12.72
Total Expenses	16.40	13.58
Profit before tax	18.70	(0.86)
Profit after tax	15.17	(1.36)
Other Comprehensive Income	39.24	1.58
Total Comprehensive Income	54.41	0.22

PERFORMANCE REVIEW

Total income for the Financial Year 2023-24 is Rs. 35.10 lacs as against Rs. 12.72 lacs in previous year. Profit
before tax for the financial year 2023-24 increased to Rs. 18.70 lacs as against Rs. (0.86) lacs for previous
financial year and Profit after Tax is Rs.15.17 lacs against Rs. (1.36) lacs for previous financial Year.

The Company does not have any subsidiary, or associate, or joint venture Company.

RESERVES

The Company has not transferred any amount to General Reserve Fund during FY 2023-24.

DIVIDEND

In order to conserve funds of the Company, for future growth, the Board of Directors regrets that no dividend is
being recommended for the year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

No amount is required to be transferred under the provisions of Section 125(2) of the Companies Act,2013 as
there was no dividend declared and paid in last years.

REMUNERATION

As per Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules,2014, no remuneration has been paid to Directors of the Company.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS

The Company conducts the Familiarization Programme for the Independent Directors to provide the man

opportunity to familiarize with the Company, its Management and its operation so as to gain a clear

Understanding of their roles, rights and responsibilities and contribute significantly to wards the growth of the
Company.

NOMINATION AND REMUNERATION POLICY

The Company continues to consider human resources as its invaluable assets. This policy on nomination
and remuneration of directors, Key Managerial Personnel (KMPs) and other employees has been
formulated in terms of the provisions of the Companies Act, 2013 and the Listing Agreement.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

st

There are no material changes or a commitment occurring after 31 March, 2024, which may affect the financial
position of the Company or may require is closure.

COMPLIANCE WITH RBI GUIDELINES

Your company has adopted “Fair practices Code” and complied and continues to comply with all the applicable
regulations, circulars and guidelines issued by the RBI for every NBFC Company from time to time.

PUBLIC DEPOSITS

The Company has not accepted any deposit within the meaning of Section 73 and Section 74 of the Companies
Act, 2013 read with Companies (Acceptance of Deposits) Rule, 2014 including (any statutory modification(s) or
re-enactment(s) for the time being in force).

CORPORATE GOVERNANCE

As per the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the compliance with the specified regulations of Corporate Governance was not applicable on
the Company during the financial year 2023-24.

COST RECORDS AND AUDIT

Maintenance of cost records and requirement of cost and it as prescribed under the provisions of Section 148(1)
of the Companies Act, 2013 are not applicable for the business activities carried out by the Company and
accordingly no such accounts and records are made and maintained.

CHANGE IN THE NATURE OF BUSINESS. IF ANY

st

There was no change in the nature of business of the Company during the Financial Year ended 31 March,2024.

NUMBER OF MEETINGS OF THE BOARD

The following Meetings of the Board of Directors were five Board Meetings held during the Financial Year 2023-

Sr. No	Date of Meeting	Board Strength	No. of Directors Present
1.	30.05.2023	3	3
2.	01.08.2023	3	3
3.	14.08.2023	3	3
4.	07.10.2023	3	3

5	08.01.2024	3	3
6.	13.02.2024	3	3

Currently the Board has three committees: Audit Committee, Nomination and Remuneration Committee and
Stakeholders'' Relationship Committee.

Audit Committee

The Composition of the Audit Committee of the Board of Directors of the Company along with the details of the
meetings held and attended during the financial year ended 31^st March, 2024 is detailed below:

Date	Audit Committee Attendance
30.05.2023	3/3
14.08.2023	3/3
07.10.2023	3/3
13.02.2024	3/3

Name of the Member(s)	Category	Category	No. of Meeting attended
Anup Kumar Das	Chairman	Independent Director	1/1
Ketan M Shah	Member	Non-Executive Director	4/4
Sangeeta K Shah	Member	Managing Director	4/4
Sanjay Gupta	Chairman	Independent Director	3/4

NOMINATION AND REMUNERATION COMMITTEE

The committee met once during the year on 13.02.2024 . The composition of the Nomination and Remuneration
Committee of the Board of Directors of the Company along with the details of the meetings held and attended by
the members of the Committee during the financial year 2023-24 is detailed below:

Name of the	Category	Attendance
Member(s)
Mrs. Sangeeta Ketan Shah	Managing Director	1/1
Mr. Ketan M Shah	Non-Executive Director	1/1
Mr. Sanjay Gupta	Independent Director	1/1

STAKEHOLDERS RELATIONSHIP COMMITTEE.

The committee met once during the year on 13.02.2024. As on 31st March, 2024, the Stakeholders’ Relationship
Committee consists of the following members:

Name of the Member	Status	Meeting	Category
Mr. Sanjay Gupta	Chairman	1/1	Independent Director
Mr. Ketan M Shah	Member	1/1	Non-Executive Director
Mrs. Sangeeta K Shah	Member	1/1	Managing Director

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act,2013, the Directors hereby confirm that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed
along with proper explanations relating to material departures, If any;

b) They have selected such Accounting Policies and applied them consistently and made judgment and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
company as at March 31,2024 and of the profit and loss of the company for that period;

c) To the best of their knowledge and information, they have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of Companies Act,2013 for
safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the Annual Accounts on a Going Concern basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal

financial controls are adequate and are operating effectively; and

f) There is a proper system to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

The Company is not a manufacturing Company and as such no provisions of Conservation of Energy, Technology
Absorption under Section 134 of the Companies Act,2013 read with the Companies (Accounts) Rules, 2014 are
attracted. It is further stated that there was no inflow and outflow of foreign exchange.

INDIAN ACCOUNTING STANDARDS (IND AS)

Pursuant to the notification, issued by The Ministry of Corporate Affairs dated February 16,2015 relating to the
Companies (Indian Accounting Standard) Rules, 2015, the Company has adopted “IND AS” with effect from April
01,2019.

RISK MANAGEMENT POLICY

The Company constantly manages monitors and reports on the principal risk and uncertainties that can have an
impact on the Company. Your directors keep a close watch on the risk prone areas and take actions from time to
time.

INTERNAL FINANCIAL CONTROL

The Company has an adequate Internal Control System, commensurate with its size, scale and operations to ensure
proper recording of financial and operational information and compliance of various internal control and other
regulatory and statutory compliance. During the year no, reportable material weakness in the design or operation
were observed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provision of Section 168 of Companies Act, 2013, Mr. Anup Kumar Das, director has
tendered his resigned with effect from 01^st August 2023 as Non-Executive Independent Director of the Company.
And Mr. Sanjay Gupta has Appointed with effect from 02^nd August, 2023 as Additional Director in the capacity of
Non-Executive, Independent Director of the Company.

During the year under review, Mrs. Akanksha Kotwani, Company Secretary and Compliance Officer of the Company
has tendered her resigned with effect from 8^th January, 2024 (After closure of Business hours).

STATUTORY AUDITORS

The members of the Company at the 39th Annual General Meeting held on 30th September, 2021 has approved the
appointment of M/s. Harsh Jain & Associates , Chartered Accountants, Durg , having ICAI Firm Registration No.
007639C as the Statutory Auditors of the Company for a period of one year, from the conclusion of the 39th Annual
General Meeting till the conclusion of 40th Annual General Meeting of the Company going to be held in the year
2022.

Accordingly, based on the recommendation of the Audit Committee and confirmation received from M/s. Harsh Jain
& Associates , Chartered Accountants, Durg , having ICAI Firm Registration No. 007639C on their eligibility, the
members has re-appointment of M/s Harsh Jain & Associates, Chartered Accountants, Durg , as the Statutory
Auditors of the Company to hold the office for a period of five year from the conclusion of this 40th Annual General
Meeting till the conclusion of 45th Annual General Meeting of the Company to be held in the year 2027 subject to
approval of members of the Company in ensuring Annual General Meeting of the Company.

The Auditors have issued an unmodified opinion on the Financial Statements, for the financial year ended
31st March, 2024.

SECRETARIAL AUDITOR AND THEIR REPORT

Mrs. Meena Naidu, Practicing Company secretary had been appointed as Secretarial Auditor of the Company
for the FY 2023-24. The Secretarial Audit Report for the financial year ended 31st March, 2024 is annexed
here with as Annexure-II to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark therefore, nc
details are required to be disclosed.

FRAUDS REPORTED BY AUDITORS

The Statutory Auditors or Secretarial Auditor of the Company have not reported any frauds under section
143(12) of the Companies Act,2013, including rules made there under.

EXTRACT OF ANNUAL RETURN

The Extract of the Annual Return of the Company has been placed on the website of the Company ai
www.hemholdings.com.

RELATED PARTY TRANSACTIONS

There is no materially significant Related Party Transaction made by the Company during the year that would require
shareholders’ approval under the Listing Regulations.

Details of the transaction with Related Parties are provided in accompanying financial statement. There was no
transaction during the year which would require to be reported in form no AOC-2.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

During the Financial Year 2023-24, no Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 was made by the Company. Details of Loans, Guarantees and Investments
outstanding as on 31^st March, 2024 are given in the notes to the financial statements.

CHANGE IN CAPITAL STRUTURE AND LISTING OF SHARES

Presently the Company’s shares are listed on the Bombay Stock Exchange (BSE). There are no changes in Capital

st

Structure during the F.Y ended 31 March, 2024. Your company has not issued equity shares with differential rights
as to dividends, voting or otherwise, and does not have ESOP scheme for its employees/Directors.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration attracting provisions of section 134 (3) (q) of the Companies Act,

2013 read with Rule 5(2) & (3) of Companies (Appointment& Remuneration of Managerial Personnel) Rules,2014.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria
of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules
issued thereunder as well as Regulation 16(1) (b) of Listing Regulations (including any statutory modification(s) or
re-enactment(s) for the time being in force). In accordance with the provision of Section 152 of the Companies Act,

2013, none of Independent Director is liable to retire by rotation.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS

Meeting the requirements of the statue and considering Boards Performance evaluation as an important step for a

board to transit to a higher level of performance, the Nomination and Remuneration Committee has laid down a
comprehensive framework for carrying out the evaluation prescribed in the provisions of the Companies Act, 2013
read with rules issued thereunder and the Listing Regulations (including any statutory modifications or re- enactment
(s) for the time being in force). The process for evaluation of the annual performance of the
Director/Board/Committees was carried out. The overall outcome was positive.

VIGIL MECHANISM

A Vigil Mechanism Policy for Directors and employee of the Company is constituted as per Section 177
(9) to provide a mechanism which ensures adequate safeguards to employees and Directors from any
victimization on rising of concerns of any violations of legal or regulatory requirements, incorrect or
misrepresentation of any financial statements and report etc.

NBFC LICENSE

Hem Holdings and Trading Limited is one of the certified non-deposit accepting (Category-B) NBFC business
institutions from Reserve Bank of India engaged in investments and other investment advisory financial services.

Hem Holdings and trading limited since 1980 has been engaged in providing quality services in field of Investment
and buying, selling, under writing, investing, acquire and hold securities of every kind whether issued by Companies
operating within India or outside.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review: -

(a) The Company is not covered under Section 135(2) of the Companies Act, 2013 and as such no
disclosure regarding Corporate Social Responsibility is required under the said section or applicable
rules.

(b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme
save and except ESOS referred to in this Report.

(c) No significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Company’s operations in future.

(d) Your Company has not made any one-time settlement with any of its lenders.

(e) There is no application filed or made under the Insolvency and Bankruptcy, 2016.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on the Management Discussion and Analysis in terms of the provisions of Regulation 34
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-
I.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [PREVENTION.
PROHIBITION AND REDRESSAL) ACT. 2013:

As the Company has no employee therefore not covered under the disclosure required under Sexual Harassment
of Women at Workplace (Prevention , Prohibition and Redressal)Act, 2013.

ACKNOWLEDGEMENT

Your Directors wishes to express its gratitude and record their appreciation for the commitment and dedicated efforts

put in by all the employees. Your director takes this opportunity of expressing the assistance and co-operation
extended to the Company by banks, employees, members and all other persons.

For and on behalf of the Board of Directors

(Ketan Moolchand Shah) (Sangeeta Ketan Shah)

DIRECTOR DIRECTOR

DIN:00312343 DIN:05322039

Place: Bhilai
Date: 03.06.2024

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Mar 31, 2015

The members

Hem Holdings & Trading Limited, Mumbai,

The directors are pleased to present their 33rd Annual Report and Accounts of your Company for the year ended on 31st March, 2015.

1. FINANCIAL RESULTS

31st March, 2015 31st March, 2014

Total Income 13,99,905.94 13,55,563.62

Total Expenses 5,26,338.79 3,60,155.00

Profit before interest, 8,73,567.15 9,95,408.62 depreciation & tax

Less:Interest Tax - -

Depreciation 8,715.00 9,174.00

Profit before tax 8,64,852.15 9,86,234.62

Less: Provision For Tax - -

Current Tax 1,80,000.00 2,05,000,00

Profit after tax 6,84,852.15 7,81,234.62

Add: balance carried from 50,11,403.54 42,30,168.92 profit and loss A/c

Provision for tax 9,500.00 0.00

Balance at the end of the year 56,86,755.69 50,11,403.54

2. PERFORMANCE REVIEW & STATE OF THR COMPANY'S AFFAIRS:

The total income for the financial year 2014-15 is Rs.13.99 lacs as against Rs.13.55 lacs for

the year 2013-14. The profit before tax is Rs.8.64 lacs and profit after tax is Rs.6.84 lacs for the year under review against the profit before tax of Rs.9.86 lacs and profit after tax of Rs.7.81 lacs for the year 2013-14 respectively.

Your Directors feel that the prospects for the current year are much favorable as compared to the year under review. The Company has expansion plans and is making all efforts cope up with the market situations and increase the operations.

The Company continues to perform at the low level though there is a marginal increase in income for the year under review. To cut the ice, a radical change policy is being formulated and the results for the current year will be better.

3. DIVIDEND:

In order to conserve funds of the Company, for future growth, the Board of Directors regrets that no dividend is being recommended for the year under review.

4. THE PROPOSED AMOUNTS TO CARRY TO ANY RESERVES

The profit earned during the year has been transferred to Reserves & Surplus which stand at Rs. 56,86,755.69.

5. BOARD OF DIRECTORS:

In accordance with the provisions of the Companies Act Shri Ketan M. Shah, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Your Directors recommend his appointment.

Director's report with regret Smt. Prabha M. Shah ceased to be Director on account of her death. Shri Shamji Moolji Shah & Shri H. C. Shah resigned from the Board of Directors due their personal reasons. Directors place on record valuable services rendered by them during their tenure of association with the Company.

During the year Shri Pankaj Sachdeva and Shri Mehul Nisar joined the Board of Directors as Independent Directors. The Company has received declarations from all the Independent Directors of the Company confirming the status of their Independence.

6. DISCLOSURE OF DIRECTORS' REMUNERATION

As per Section 197(12) read with Rule 5 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, no remuneration has been paid to any of the Directors of the Company.

7. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitment occurred since the conclusion of the financial year.

8. COMPLIANCE WITH RBI GUIDELINES

Your company has adopted "Fair practices Code" and complied and continues to comply with all the applicable regulations, circulars and guidelines issued by the RBI for every NBFC Company from time to time.

9. NUMBER OF MEETINGS OF THE BOARD

The following Meetings of the Board of Directors were held during the Financial Year 2014- 15:

Date of Meeting Board Strength No. of Directors Present

a) 28.05.2014 6 3

b) 16.06.2014 6 4

c) 12.08.2014 5 4

d] 04.09.2014 5 4

el 12.11.2014 5 3

f) 30.12,2014 5 3

g) 12.02.2015 5 3

10. DIRECTOR.S' RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 134(5] of the Companies Act, 2013, with respect to

Directors' Responsibility Statement, it is hereby confirmed:-

a. In the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2105 and of the profit and loss of the company for that period;

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The directors had prepared the annual accounts on a going concern basis;

e. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. CONSERVATION OF ENERGY. TECHNOLOGY & FOREIGN EXCHANGE:

The Company is not a manufacturing Company and as such no provisions of Conservation

of Energy, Technology Absorption under Section 134 of the Companies Act, 2013 read with

the Companies (Accounts) Rules, 2014 are attracted.

It is further stated that there was no inflow and outgo of foreign exchange.

12. PUBLIC DEPOSITS:

The Company did not accept any deposit within the meaning of Section 73 of the Companies Act, 2013 and the Rules made there under. There are no small depositors in the company.

13. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.

The Company has implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance (Annexure-1) as stipulated under the Listing Agreement forms an integral part of the Report.

The requisite certificate from the auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance (Annexure-2).

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company did not enter into any contracts or arrangements during the financial year

with related parties. Form AOC-2 as required under the Companies (Accounts) Rules, 2014 is attached as Annexure-3.

15. RISK MANAGEMENT POLICY OF THE COMPANY

The Company constantly manages monitors and reports on the principal risk and

uncertainties that can have an impact on the Company. Your directors keep a close watch on the risk prone areas and take actions from time to time.

The Company does not have any insurable assets. However, the policy of the Company is to keep insured all insurable assets to keep them adequately insured against risks and uncertainties like fire, riot, earthquake, terrorism, loss of profit, etc.

16. INTERNAL FINANCIAL CONTROL

The Company has an adequate Internal Control System, commensurate with its size, scale and operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

During the year no reportable material weakness in the design or operation were observed.

17. AUDITORS:

M/s Agrawal & Shukla & Co., Chartered Accountants, who are the Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting. It is proposed to re-appoint them for the financial year 2015-16. Under Section 139(2) of the Companies Act, 2013, they have furnished the certificate of their eligibility for re-appointment.

18. AUDITOR'S REPORT:

There are no qualifying remarks by the auditors in their report. The notes to the accounts are self explanatory and do not require any further explanations.

19. EXTRACT OF ANNUAL RETURN

Extract of Annual return of the Company is annexed herewith as an Annexure-4 to this report.

20. COMMITTEES

a. Audit Committee

The Company has duly constituted an Audit Committee under the chairmanship of Shri Pankaj Sachdeva, an Independent Director of the Company with Shri Mehul Nisar and Smt. Sangeeta K. Shah as co-members.

b. Nomination and Remuneration Committee

The Company has duly constituted a Nomination and Remuneration Committee under the chairmanship of Shri Ketan M. Shah, a Director of the Company with Shri Pankaj Sachdeva and Shri Mehul Nisar as co-members. Company has . developed a Nomination and Remuneration policy (Annexure-5) which form the part of the Report.

c. Investors Grievances Redressal Committee

The Company has duly constituted a Nomination and Remuneration Committee under the chairmanship of Shri Pankaj Sachdeva, an Independent Director with Shri Ketan M. Shah and Smt. Sangeeta K. Shah as co-members.

d. Vigil Mechanism:

As per Section 177 (9) & (10) of the Companies Act, 2013 and Clause 49 of the Listing agreements with the Stock Exchanges Company has established a Vigil Mechanism for Directors and employees to report genuine concerns.

21 .PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note No. 6 to the Financial Statements.

22. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in Annexure - 6.

23. PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration attracting provisions of section 134(3) (q) of the Companies Act, 2013 read with Rule 5(2) & (3) of rules The Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

24. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:-

a. Company is not covered under Section 135(2) of the Companies Act, 2013.

Hence, no disclosure regarding Corporate Social Responsibility is required under the said section or applicable rules.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

d. There is no involvement of any subsidiary.

e. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the assistance and co- operation extended of the Company by banks, employees, members and all other persons.

For and on behalf of the Board

(Retan N. Shah) DIRECTOR

Place: Bhilai Date : 13th June 15

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Mar 31, 2014

Dear Members

The directors are pleased to present their 32nd Annual Report and Accounts of your Company for the year ended on 31st March, 2014.

FINANCIAL RESULTS

Particulars As on 31/03/2014 As on 31/03/2014 (Rs. in "000") (Rs. in "000")

Total Income 1,355.56 1,275.24 Total Expenditure 369.32 213.25 Profit Before Tax 986.23 1061.98 Provision for Taxation 205.00 210.00 Profit after Tax 781.23 851.98

DIVIDEND:

In order to conserve funds of the Company, for future growth, the Board of Directors regrets that no dividend is being recommended for the year under review.

PERFORMANCE REVIEW:

The total income for the financial year 2013-14 is Rs.13.55 lacs as against Rs.12.75 lacs for the year 2012-13. The profit before tax is Rs.9.86 lacs and profit after tax is Rs.7.81 lacs for the year under review against the profit before tax of Rs.10.62 lacs and profit after tax of Rs.8.52 lacs for the year 2012-13 respectively.

FUTURE PROSPECTS:

The Company continues to perform at the low level though there is a marginal increase in income for the year under review. To cut the ice, a radical change policy is being formulated and the results for the current year will be better. It will take about three years to achieve the full results under the new policy and programme.

CONSERVATION OF ENERGY. TECHNOLOGY & FOREIGN EXCHANGE:

The Company is not a manufacturing Company and there is no disclosure with regard to Conservation of energy, technology absorption under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors Rules, 1988). It is further stated that there was no inflow and outgo of foreign exchange.

PUBLIC DEPOSITS:

The Company did not accept any deposit within the meaning of Section 58A of the Companies Act, 1956 and the rules made there under.

PARTICULARS OF EMPLOYEES:

There was no employee receiving remuneration attracting provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules 1975 as amended.

BOARD OF DIRECTORS:

Shri Shamji Shah has ceased to be director on account of resignation. The Board has been broadened. Shri Pankaj Sachdeva & Shri Mehul Nisar have joined the Board.

Smt. Sangeeta Ketan Shah, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer herself for re-appointment. Your Directors recommend her appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:-

i.That in the preparation of the account for the financial year ended On 31st March, 2014, the applicable accounting standards have been followed and there were no material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review;

iii. That the Directors have taken proper an sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

AUDITORS:

M/s Agrawal & Shukla & Co., Chartered Accountants, who are the Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting. It is proposed to re- appoint them as auditors for a block period of 5 years from the conclusion of the next AGM in conformity with the section 139(1] of the Companies Act, 2013. The auditors have furnished the certificate of their eligibility for their appointment.

AUDITOR''S REPORT:

There are no qualifying remarks by the auditors in their report. The notes to the accounts are self explanatory and do not require any further explanations.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the assistance and co- operation extended of the Company by banks, employees, members and all other persons.

For and on behalf of the Board

DIRECTOR DIN: 00312343 A-5, Surya Vihar, Junwani Road, Bhilai (Durg) - 490016

Place: Bhilai Date: 16th June, 2014

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Mar 31, 2013

Dear members,

The Directors are pleased to present the 31st Annual Report and Accounts your Company, for the year ended 31st March, 2013.

FlNANCIAL RESULTS:

Particulars As on 31/03/2013 As on 31/03/2012 (Rs. In''000) (Rs. In ''000)

Total Income 1275.24 1106.81

Total Expenditure'' 213.25 325.15

Profit Before Tax 1061.98 781.66

Provision for Taxation 210.00 180.00

Profit after Tax 851.98 601.66

DIVIDEND:

In order to conserve funds of the Company, for future growth, the Board of Directors has decided not tp recommend any dividend for the year under reveiw.

PERFORMANCE REVIEW:

The total Income for the financial year 2012-2013 is Rs. 12.75 lacs as against Rs. 11.07 lacs for the year 2011-2012. The profit before tax is Rs. 10.62 lacs and profit after tax is Rs. 8.52 lacs for the year under reveiw against the profit before tax is Rs. 7.82 lacs and profit after tax is Rs. 6.01 lacs for the year 2011-12.

FUTURE PROSPECTS:

The Company have attained higher Income for the year under review, due to increase in rental income, dividend income and interest received. In future your Company expects better result in comparison to the current year.

Conservation of Energy, Technology & Foreign Exchange:

The Company not being a manufacturing Company and there being no inflow and outgo of foreign exchange, conservation of energy, Technology a Foreign Exchange is not applicable, as such information as required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors Rules, 1988), is not applicable.

PUBLIC DEPOSITS:

The Company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 and the Rules made there under.

PARTICULARS OF EMPLOYEES:

Information as per Section 217(2A) of the Companies act, 1956 read with the Companies {Particulars of employees) Rules 1975 as amended, are not applicable, as none of the employees drew remuneration beyond the limits specified.

BOARD OF DIRECTORS:

Shri Ketan M. Shah, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Your Directors recommend his appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

a) that in the preparation of the annual accounts for the year, the applicable accounting standards have been followed and that there are no material departures.

b) they have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company at the end of the financial year, and of the profit of the Company for the period ended 31*t March, 2013.

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis

AUDITORS:

M/s Parikh & Shah, Chartered Accountants, who are the Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting. It is proposed to re-appoint them for the financial year 2013-2014. They have under section 224(1) of the Companies Act, 1956, furnished the certificate of their eligibility for re-appointment.

AUDITORS REPORT:

The observations made by the Auditors is self-explanatory, and, hence do not require any further explanations.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the assistance and cooperation extended to the Company by Banks, employees, shareholders and all other persons who are associated with the Company.



For and on behalf of the Board



(H. C. SHAH)

DIRECTOR

Date: 29th May, 2013

Place: Mumbai

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Mar 31, 2012

Dear Members,

The Directors are pleased to present the 30th Annual Report and Accounts of your Company, for the year ended 31st March, 2012.

FINANCIAL RESULTS:

(Rs.in''000)

Year ended Year ended 31-03-2012 31-03-2011

Total Income 1106.81 937.77

Total Expenditure 325.15 325.03

Profit Before Tax 781.66 612.74

Provision for Taxation 180.00 145.00

Profit after Tax 601.66 467.74

DIVIDEND:

In order to conserve funds of the Company, for future growth, the Board of Directors has decided not to recommend any dividend for the year under review.

PERFORMANCE REVIEW:

The total Income for the financial year 2011-2012 is Rs. 11.07 lacs as against Rs. 9.37 lacs for the year 2010- 2011. The profit before tax is Rs. 7.82 lacs and profit after tax is Rs. 6.02 lacs for the year under review.

FUTURE PROSPECTS:

The Company have attained higher income for the year under review, due to increase in rental income, dividend income and interest received. In future your Company expects better result in comparison to the current year.

Conservation of Energy, Technology & Foreign Exchange:

The Company not being a manufacturing Company and there being no inflow and outgo of foreign exchange, conservation of energy, Technology foreign Exchange is not applicable, as such, information as required under Section 217(l)(e) oi; the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors Rules, 1988), is not applicable.

PUBLIC DEPOSITS:

The Company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 and the Rules made there under.

PARTICULARS OF EMPLOYEES:

information as per Section 217(2A) of the Companies act 1956 read with the Companies (Particulars of employees) Rules 1975 as amended, are not applicable, as none of the employees drew remuneration beyond the limits specified.

BOARD OF DIRECTORS:

Shri H. C. Shah, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer himself fop re-appointment Your Directors recommend his appointment

DIRECTORS''RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

a) that in the preparation of the annual accounts for the year, the applicable accounting standards have been followed and that there are no material departures;

b) they have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company at the end of the financial year, and of the profit of the Company for the period ended 31st March, 2P11.

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s Parikh & Shah, Chartered Accountants, who are the Statutory Auditors of the Company, hold office until the ensuing Annual GejieipJ Meeting. It is proposed to re-appoint them for the financial year 2012-2013. They have Under section 224(1) of the Companies Act, 1956, furnished the certificate of their eligibility for re-appointment

AUDITORS REPORT:

The observations made by the Auditors is self-explanatory, and, hence do not require any further explanations.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the assistance and cooperation extended to the Company by Banks, employees, shareholders and all other persons who are associated with the Company.



Date: 29th May, 2012 For and on behalf of the Board Place: Mumbai

(H.C. SHAH) DIRECTOR

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Mar 31, 2010

The Directors are pleased to present the 28th Annual Report and Accounts of your Company, for the year ended 31st March, 2010.

FINANCIAL RESULTS:

(Rs.in000)

Year ended Year ended 31-03-2010 31-03-2009

Total Income 811.93 297.15

Total Expenditure 277.75 300.43

Profit before Tax 534.17 (3.28)

Provision for Taxation 122.00 16.50

Profit after Tax 412.17 (19.78)



DIVIDEND:

In order to conserve funds of the Company, for future growth, the Board of Directors have decided not to recommend any dividend for the year under review.

PERFORMANCE REVIEW:

The total Income for the financial year 2009-2010 was Rs. 811.93 thousand as against Rs. 297.15 thousand for the year 2008 - 2009.

FUTURE PROSPECTS:

The Company have posted higher total income for the year under review due to increase in rental income and dividend income. In future your Company expects better result in in comparison to current year.

Conservation of Energy, Technology & Foreign Exchange:

The Company not being a manufacturing Company and there being no inflow and outgo of foreign exchange, conservation of energy, Technology & Foreign Exchange is not applicable, as such, information as required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors Rules, 1988, is not applicable.

PUBLIC DEPOSITS:

The Company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 and the Rules made there under.

PARTICULARS OF EMPLOYEES:

Information as per Section 217(2 A) of the Companies act, 1956 read with the Companies (Particulars of employees) Rules 1975 as amended, are not applicable, as none of the employees drew remuneration beyond the limits specified.

BOARD OF DIRECTORS:

Shri Harkishan Shah and Smt. Prabha M Shah, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend their appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA)of the Companies Act, 1956, the Directors confirm that:

a) that in the preparation of the annual accounts for the year, the applicable accounting standards have been followed and that there are no material departures:

b) they have selected such accounting policies and have applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of Company at the end of the financial year, and of the profit of the Company for the period ended 31st March, 2010.

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s Parikh & Shah, Chartered Accountants, who are the Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting. It is proposed to re-appoint them for the financial year 2008-2009. They have under section 224(1) of the Companies Act, 1956, furnished the certificate of their eligibility for re-appointment.

AUDITORS REPORT:

The observations made by the Auditors is self-explanatory, and, hence do not require any further explanations.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the assistance and cooperation extended to the Company by Banks, employees, shareholders and all other persons who are associated with the Company.

Date: 26th May, 2010. Place: Mumbai

For and on behalf of the Board

(H.C. SHAH) DIRECTOR